ITEM I: FINANCIAL STATEMENTS
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
(In thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | Nine Months Ended |
| | March 31, | | March 31, |
| | | 2023 | | 2022 | | 2023 | | 2022 |
| Net sales | | $ | 1,132,035 | | | $ | 980,662 | | | $ | 3,254,720 | | | $ | 2,749,217 | |
| Cost of sales | | 798,917 | | | 693,338 | | | 2,306,314 | | | 1,948,928 | |
| Gross profit | | 333,118 | | | 287,324 | | | 948,406 | | | 800,289 | |
Selling, distribution and administrative expense, including depreciation | | 206,207 | | | 191,481 | | | 602,070 | | | 551,655 | |
| | | | | | | | |
| Operating income | | 126,911 | | | 95,843 | | | 346,336 | | | 248,634 | |
| Interest expense, net | | 4,773 | | | 5,852 | | | 17,438 | | | 20,249 | |
| Other (income) expense, net | | (142) | | | 469 | | | 1,624 | | | (712) | |
| Income before income taxes | | 122,280 | | | 89,522 | | | 327,274 | | | 229,097 | |
| Income tax expense | | 25,093 | | | 21,216 | | | 72,750 | | | 50,796 | |
| Net income | | $ | 97,187 | | | $ | 68,306 | | | $ | 254,524 | | | $ | 178,301 | |
| Net income per share - basic | | $ | 2.52 | | | $ | 1.78 | | | $ | 6.60 | | | $ | 4.63 | |
| Net income per share - diluted | | $ | 2.47 | | | $ | 1.75 | | | $ | 6.49 | | | $ | 4.56 | |
| Weighted average common shares outstanding for basic computation | | 38,617 | | | 38,453 | | | 38,574 | | | 38,470 | |
| Dilutive effect of potential common shares | | 651 | | | 645 | | | 629 | | | 632 | |
| Weighted average common shares outstanding for diluted computation | | 39,268 | | | 39,098 | | | 39,203 | | | 39,102 | |
See notes to condensed consolidated financial statements.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | March 31, | | March 31, |
| | 2023 | | 2022 | | 2023 | | 2022 |
| Net income per the condensed statements of consolidated income | | $ | 97,187 | | | $ | 68,306 | | | $ | 254,524 | | | $ | 178,301 | |
| | | | | | | | |
| Other comprehensive income, before tax: | | | | | | | | |
| Foreign currency translation adjustments | | 5,763 | | | 6,782 | | | 255 | | | (1,183) | |
| Post-employment benefits: | | | | | | | | |
| Reclassification of net actuarial losses and prior service cost into other (income) expense, net and included in net periodic pension costs | | 9 | | | 74 | | | 27 | | | 224 | |
| Termination of pension plan | | — | | | — | | | 1,031 | | | — | |
| | | | | | | | |
| Unrealized (loss) gain on cash flow hedge | | (2,309) | | | 17,738 | | | 10,549 | | | 23,201 | |
| Reclassification of interest from cash flow hedge into interest expense, net | | (3,036) | | | 2,462 | | | (2,955) | | | 7,632 | |
| Total other comprehensive income, before tax | | 427 | | | 27,056 | | | 8,907 | | | 29,874 | |
| Income tax (benefit) expense related to items of other comprehensive income | | (1,315) | | | 4,977 | | | 2,256 | | | 7,638 | |
| Other comprehensive income, net of tax | | 1,742 | | | 22,079 | | | 6,651 | | | 22,236 | |
| Comprehensive income, net of tax | | $ | 98,929 | | | $ | 90,385 | | | $ | 261,175 | | | $ | 200,537 | |
See notes to condensed consolidated financial statements.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
| | | | | | | | | | | | | | |
| | March 31,
2023 | | June 30,
2022 |
| ASSETS | | | | |
| Current assets | | | | |
| Cash and cash equivalents | | $ | 182,127 | | | $ | 184,474 | |
| Accounts receivable, net | | 705,638 | | | 656,429 | |
| Inventories | | 526,978 | | | 449,821 | |
| Other current assets | | 92,002 | | | 68,805 | |
| Total current assets | | 1,506,745 | | | 1,359,529 | |
Property, less accumulated depreciation of $225,379 and $215,015 | | 115,383 | | | 111,896 | |
| Operating lease assets, net | | 101,960 | | | 108,052 | |
| Identifiable intangibles, net | | 243,133 | | | 250,590 | |
| Goodwill | | 577,235 | | | 563,205 | |
| Other assets | | 64,182 | | | 59,316 | |
| TOTAL ASSETS | | $ | 2,608,638 | | | $ | 2,452,588 | |
| | | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | |
| Current liabilities | | | | |
| Accounts payable | | $ | 276,024 | | | $ | 259,463 | |
| Current portion of long-term debt | | 25,196 | | | 40,174 | |
| Compensation and related benefits | | 80,545 | | | 91,166 | |
| Other current liabilities | | 98,827 | | | 108,824 | |
| Total current liabilities | | 480,592 | | | 499,627 | |
| Long-term debt | | 597,006 | | | 649,150 | |
| Other liabilities | | 150,380 | | | 154,456 | |
| TOTAL LIABILITIES | | 1,227,978 | | | 1,303,233 | |
| Shareholders’ equity | | | | |
Preferred stock—no par value; 2,500 shares authorized; none issued or outstanding | | — | | | — | |
Common stock—no par value; 80,000 shares authorized; 54,213 shares issued | | 10,000 | | | 10,000 | |
| Additional paid-in capital | | 186,187 | | | 183,822 | |
| Retained earnings | | 1,727,534 | | | 1,499,676 | |
Treasury shares—at cost (15,559 and 15,714 shares, respectively) | | (477,417) | | | (471,848) | |
| Accumulated other comprehensive loss | | (65,644) | | | (72,295) | |
| TOTAL SHAREHOLDERS’ EQUITY | | 1,380,660 | | | 1,149,355 | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 2,608,638 | | | $ | 2,452,588 | |
See notes to condensed consolidated financial statements.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
(In thousands)
| | | | | | | | | | | | | | |
| | Nine Months Ended |
| | March 31, |
| | 2023 | | 2022 |
| Cash Flows from Operating Activities | | | | |
| Net income | | $ | 254,524 | | | $ | 178,301 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | |
| Depreciation and amortization of property | | 16,598 | | | 16,215 | |
| Amortization of intangibles | | 23,189 | | | 24,096 | |
| Provision for losses on accounts receivable | | 4,676 | | | 2,905 | |
| Amortization of stock options and appreciation rights | | 2,322 | | | 2,897 | |
| Other share-based compensation expense | | 7,419 | | | 6,064 | |
| Changes in operating assets and liabilities, net of acquisitions | | (142,092) | | | (106,136) | |
| Other, net | | (2,609) | | | 9,481 | |
| Net Cash provided by Operating Activities | | 164,027 | | | 133,823 | |
| Cash Flows from Investing Activities | | | | |
| Acquisition of businesses, net of cash acquired | | (35,667) | | | (6,974) | |
| Capital expenditures | | (20,809) | | | (11,674) | |
| Proceeds from property sales | | 226 | | | 494 | |
| Life insurance proceeds | | — | | | 3,159 | |
| Cash payments for loans on company-owned life insurance | | — | | | (14,835) | |
| Net Cash used in Investing Activities | | (56,250) | | | (29,830) | |
| Cash Flows from Financing Activities | | | | |
| Net (repayments) borrowings under revolving credit facility | | (27,000) | | | 442,592 | |
| | | | |
| Long-term debt repayments | | (40,185) | | | (550,432) | |
| Interest rate swap settlement receipts (payments) | | 5,501 | | | (4,812) | |
| Payment of debt issuance costs | | — | | | (1,956) | |
| Purchases of treasury shares | | (716) | | | (13,604) | |
| Dividends paid | | (39,829) | | | (38,612) | |
| Acquisition holdback payments | | (1,510) | | | (2,361) | |
| Exercise of stock options and appreciation rights | | 127 | | | 224 | |
| Taxes paid for shares withheld for equity awards | | (7,914) | | | (4,405) | |
| Net Cash used in Financing Activities | | (111,526) | | | (173,366) | |
| Effect of Exchange Rate Changes on Cash | | 1,402 | | | (288) | |
| Decrease in Cash and Cash Equivalents | | (2,347) | | | (69,661) | |
| Cash and Cash Equivalents at Beginning of Period | | 184,474 | | | 257,745 | |
| Cash and Cash Equivalents at End of Period | | $ | 182,127 | | | $ | 188,084 | |
See notes to condensed consolidated financial statements.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For the Period Ended
March 31, 2023 | | Shares of
Common
Stock
Outstanding | | Common
Stock | | Additional
Paid-In
Capital | |
Retained
Earnings | | Treasury
Shares-
at Cost | | Accumulated
Other
Comprehensive
Income (Loss) | | Total
Shareholders'
Equity |
| Balance at June 30, 2022 | | 38,499 | | | $ | 10,000 | | | $ | 183,822 | | | $ | 1,499,676 | | | $ | (471,848) | | | $ | (72,295) | | | $ | 1,149,355 | |
| Net income | | | | | | | | 76,880 | | | | | | | 76,880 | |
| Other comprehensive loss | | | | | | | | | | | | (1,635) | | | (1,635) | |
| | | | | | | | | | | | | | |
Cash dividends — $0.34 per share | | | | | | | | | | | | | | — | |
| Purchases of common stock for treasury | | (8) | | | | | | | | | (716) | | | | | (716) | |
| Treasury shares issued for: | | | | | | | | | | | | | | |
| Exercise of stock appreciation rights and options | | 21 | | | | | (860) | | | | | (366) | | | | | (1,226) | |
| Performance share awards | | 23 | | | | | (1,290) | | | | | (758) | | | | | (2,048) | |
| Restricted stock units | | 33 | | | | | (1,668) | | | | | (902) | | | | | (2,570) | |
| Compensation expense — stock appreciation rights and options | | | | | | 1,424 | | | | | | | | | 1,424 | |
| Other share-based compensation expense | | | | | | 1,939 | | | | | | | | | 1,939 | |
| Other | | 3 | | | | | (19) | | | (5) | | | 61 | | | | | 37 | |
| Balance at September 30, 2022 | | 38,571 | | | $ | 10,000 | | | $ | 183,348 | | | $ | 1,576,551 | | | $ | (474,529) | | | $ | (73,930) | | | $ | 1,221,440 | |
| Net income | | | | | | | | 80,457 | | | | | | | 80,457 | |
| Other comprehensive income | | | | | | | | | | | | 6,544 | | | 6,544 | |
| | | | | | | | | | | | | | |
Cash dividends — $0.34 per share | | | | | | | | (13,175) | | | | | | | (13,175) | |
| | | | | | | | | | | | | | |
| Treasury shares issued for: | | | | | | | | | | | | | | |
| Exercise of stock appreciation rights and options | | 28 | | | | | (1,061) | | | | | (878) | | | | | (1,939) | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Compensation expense — stock appreciation rights and options | | | | | | 447 | | | | | | | | | 447 | |
| Other share-based compensation expense | | | | | | 2,062 | | | | | | | | | 2,062 | |
| Other | | | | | | (1) | | | 41 | | | | | | | 40 | |
| Balance at December 31, 2022 | | 38,599 | | | $ | 10,000 | | | $ | 184,795 | | | $ | 1,643,874 | | | $ | (475,407) | | | $ | (67,386) | | | $ | 1,295,876 | |
| Net income | | | | | | | | 97,187 | | | | | | | 97,187 | |
| Other comprehensive income | | | | | | | | | | | | 1,742 | | | 1,742 | |
Cash dividends — $0.35 per share | | | | | | | | (13,562) | | | | | | | (13,562) | |
| | | | | | | | | | | | | | |
| Treasury shares issued for: | | | | | | | | | | | | | | |
| Exercise of stock appreciation rights and options | | 40 | | | | | (2,173) | | | | | (2,401) | | | | | (4,574) | |
| | | | | | | | | | | | | | |
| Restricted stock units | | 1 | | | | | (44) | | | | | (30) | | | | | (74) | |
| Compensation expense — stock appreciation rights and options | | | | | | 451 | | | | | | | | | 451 | |
| Other share-based compensation expense | | | | | | 3,418 | | | | | | | | | 3,418 | |
| Other | | 14 | | | | | (260) | | | 35 | | | 421 | | | | | 196 | |
| Balance at March 31, 2023 | | 38,654 | | | 10,000 | | | 186,187 | | | 1,727,534 | | | (477,417) | | | (65,644) | | | 1,380,660 | |
See notes to condensed consolidated financial statements.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For the Period Ended
March 31, 2022 | | Shares of Common Stock Outstanding | | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Treasury Shares-
at Cost | | Accumulated Other Comprehensive Income (Loss) | | Total Shareholders' Equity |
| Balance at June 30, 2021 | | 38,516 | | | $ | 10,000 | | | $ | 177,014 | | | $ | 1,294,413 | | | $ | (455,789) | | | $ | (93,092) | | | $ | 932,546 | |
| Net income | | | | | | | | 52,969 | | | | | | | 52,969 | |
| Other comprehensive loss | | | | | | | | | | | | (4,731) | | | (4,731) | |
| | | | | | | | | | | | | | |
Cash dividends — $0.33 per share | | | | | | | | | | | | | | — | |
| Purchases of common stock for treasury | | (77) | | | | | | | | | (6,537) | | | | | (6,537) | |
| Treasury shares issued for: | | | | | | | | | | | | | | |
| Exercise of stock appreciation rights and options | | 3 | | | | | (116) | | | | | 8 | | | | | (108) | |
| Performance share awards | | 5 | | | | | (222) | | | | | (73) | | | | | (295) | |
| Restricted stock units | | 12 | | | | | (572) | | | | | (120) | | | | | (692) | |
| Compensation expense — stock appreciation rights and options | | | | | | 1,907 | | | | | | | | | 1,907 | |
| Other share-based compensation expense | | | | | | 1,563 | | | | | | | | | 1,563 | |
| Other | | (2) | | | | | | | (7) | | | (45) | | | | | (52) | |
| Balance at September 30, 2021 | | 38,457 | | | $ | 10,000 | | | $ | 179,574 | | | $ | 1,347,375 | | | $ | (462,556) | | | $ | (97,823) | | | $ | 976,570 | |
| Net income | | | | | | | | 57,026 | | | | | | | 57,026 | |
| Other comprehensive income | | | | | | | | | | | | 4,888 | | | 4,888 | |
| | | | | | | | | | | | | | |
Cash dividends — $0.33 per share | | | | | | | | (12,759) | | | | | | | (12,759) | |
| Purchases of common stock for treasury | | (35) | | | | | | | | | (3,527) | | | | | (3,527) | |
| Treasury shares issued for: | | | | | | | | | | | | | | |
| Exercise of stock appreciation rights and options | | 35 | | | | | (1,639) | | | | | (832) | | | | | (2,471) | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Compensation expense — stock appreciation rights and options | | | | | | 609 | | | | | | | | | 609 | |
| Other share-based compensation expense | | | | | | 1,705 | | | | | | | | | 1,705 | |
| Other | | (4) | | | | | (1) | | | 13 | | | (364) | | | | | (352) | |
| Balance at December 31, 2021 | | 38,453 | | | $ | 10,000 | | | $ | 180,248 | | | $ | 1,391,655 | | | $ | (467,279) | | | $ | (92,935) | | | $ | 1,021,689 | |
| Net income | | | | | | | | 68,306 | | | | | | | 68,306 | |
| Other comprehensive income | | | | | | | | | | | | 22,079 | | | 22,079 | |
Cash dividends — $0.34 per share | | | | | | | | (13,131) | | | | | | | (13,131) | |
| Purchases of common stock for treasury | | (35) | | | | | | | | | (3,540) | | | | | (3,540) | |
| Treasury shares issued for: | | | | | | | | | | | | | | |
| Exercise of stock appreciation rights and options | | 16 | | | | | (40) | | | | | (130) | | | | | (170) | |
| Restricted stock units | | | | | | (18) | | | | | (16) | | | | | (34) | |
| Compensation expense — stock appreciation rights and options | | | | | | 381 | | | | | | | | | 381 | |
| Other share-based compensation expense | | | | | | 2,796 | | | | | | | | | 2,796 | |
| Other | | 10 | | | | | (267) | | | 17 | | | 268 | | | | | 18 | |
| Balance at March 31, 2022 | | 38,444 | | | $ | 10,000 | | | $ | 183,100 | | | $ | 1,446,847 | | | $ | (470,697) | | | $ | (70,856) | | | $ | 1,098,394 | |
See notes to condensed consolidated financial statements.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position of Applied Industrial Technologies, Inc. (the “Company”, or “Applied”) as of March 31, 2023, and the results of its operations and its cash flows for the nine month periods ended March 31, 2023 and 2022, have been included. The condensed consolidated balance sheet as of June 30, 2022 has been derived from the audited consolidated financial statements at that date. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended June 30, 2022.
Operating results for the nine month period ended March 31, 2023 are not necessarily indicative of the results that may be expected for the remainder of the fiscal year ending June 30, 2023.
Inventory
The Company uses the LIFO method of valuing U.S. inventories. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs and are subject to the final year-end LIFO inventory determination. LIFO expense of $8,205 and $7,397 in the three months ended March 31, 2023 and 2022, respectively, and $26,118 and $15,643 in the nine months ended March 31, 2023 and 2022, respectively, is recorded in cost of sales in the condensed statements of consolidated income.
Reportable Segments
The Company has two reportable segments: Service Center Based Distribution and Engineered Solutions (formerly known as Fluid Power & Flow Control). The Company changed the reportable segment name to Engineered Solutions in the first quarter of fiscal 2023. There was no change in the composition of either reportable segment. These reportable segments contain the Company's various operating segments which have been aggregated based upon similar economic and operating characteristics. The Service Center Based Distribution segment operates through local service centers and distribution centers with a focus on providing products and services addressing the maintenance and repair of motion control infrastructure and production equipment. Products primarily include industrial bearings, motors, belting, drives, couplings, pumps, linear motion products, hydraulic and pneumatic components, filtration supplies, and hoses, as well as other related supplies for general operational needs of customers’ machinery and equipment. The Engineered Solutions segment includes our operations that specialize in distributing, engineering, designing, integrating, and repairing hydraulic and pneumatic fluid power technologies, and engineered flow control products and services. This segment also includes our operations that focus on advanced automation solutions including machine vision, robotics, motion control, industrial networking, and smart technologies.
Qualified Defined Benefit Retirement Plan
The Company's qualified defined benefit retirement plan, which provided benefits to certain hourly employees at retirement, was frozen in April 2018. These employees did not participate in the Company's Retirement Savings Plan. The Company terminated the plan effective February 28, 2022. Participants elected to receive benefits as either a lump sum payment or through an annuity contract and the settlement of $8,895 was paid from plan assets in the second quarter of fiscal 2023. As a result of the plan termination, the Company recognized a loss of $1,184 in the nine months ended March 31, 2023, which is recorded in other (income) expense, net in the condensed statements of consolidated income. The Company determined that activity related to the qualified defined benefit retirement plan is not material to the consolidated financial statements.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
2. REVENUE RECOGNITION
Disaggregation of Revenues
The following tables present the Company's net sales by reportable segment and by geographic areas based on the location of the facility shipping the product for the three and nine months ended March 31, 2023 and 2022. Other countries consist of Mexico, Australia, New Zealand, and Singapore.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2023 | | 2022 |
| Service Center Based Distribution | Engineered Solutions | Total | | Service Center Based Distribution | Engineered Solutions | Total |
| Geographic Areas: | | | | | | | |
| United States | $ | 628,816 | | $ | 363,945 | | $ | 992,761 | | | $ | 541,622 | | $ | 314,626 | | $ | 856,248 | |
| Canada | 80,133 | | — | | 80,133 | | | 70,493 | | — | | 70,493 | |
| Other countries | 52,650 | | 6,491 | | 59,141 | | | 46,883 | | 7,038 | | 53,921 | |
| Total | $ | 761,599 | | $ | 370,436 | | $ | 1,132,035 | | | $ | 658,998 | | $ | 321,664 | | $ | 980,662 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended March 31, |
| 2023 | | 2022 |
| Service Center Based Distribution | Engineered Solutions | Total | | Service Center Based Distribution | Engineered Solutions | Total |
| Geographic Areas: | | | | | | | |
| United States | $ | 1,795,148 | | $ | 1,048,299 | | $ | 2,843,447 | | | $ | 1,495,198 | | $ | 882,025 | | $ | 2,377,223 | |
| Canada | 234,605 | | — | | 234,605 | | | 211,322 | | — | | 211,322 | |
| Other countries | 155,226 | | 21,442 | | 176,668 | | | 140,567 | | 20,105 | | 160,672 | |
| Total | $ | 2,184,979 | | $ | 1,069,741 | | $ | 3,254,720 | | | $ | 1,847,087 | | $ | 902,130 | | $ | 2,749,217 | |
The following tables present the Company’s percentage of revenue by reportable segment and major customer industry for the three and nine months ended March 31, 2023 and 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, |
| | 2023 | | 2022 |
| Service Center Based Distribution | | Engineered Solutions | | Total | | Service Center Based Distribution | | Engineered Solutions | | Total |
| General Industry | 33.9 | % | | 39.9 | % | | 35.8 | % | | 35.2 | % | | 40.5 | % | | 36.8 | % |
| Industrial Machinery | 9.7 | % | | 25.9 | % | | 15.0 | % | | 10.6 | % | | 27.9 | % | | 16.3 | % |
| Metals | 10.6 | % | | 7.8 | % | | 9.7 | % | | 11.4 | % | | 7.7 | % | | 10.2 | % |
| Food | 13.1 | % | | 2.7 | % | | 9.7 | % | | 12.6 | % | | 2.7 | % | | 9.4 | % |
| Forest Products | 12.5 | % | | 3.6 | % | | 9.6 | % | | 10.8 | % | | 2.1 | % | | 7.9 | % |
| Chem/Petrochem | 2.9 | % | | 14.3 | % | | 6.6 | % | | 2.9 | % | | 13.3 | % | | 6.3 | % |
| Cement & Aggregate | 7.9 | % | | 1.2 | % | | 5.7 | % | | 7.1 | % | | 1.1 | % | | 5.2 | % |
| Oil & Gas | 5.8 | % | | 1.4 | % | | 4.4 | % | | 5.5 | % | | 1.1 | % | | 4.1 | % |
| Transportation | 3.6 | % | | 3.2 | % | | 3.5 | % | | 3.9 | % | | 3.6 | % | | 3.8 | % |
| Total | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % |
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended March 31, |
| | 2023 | | 2022 |
| Service Center Based Distribution | | Engineered Solutions | | Total | | Service Center Based Distribution | | Engineered Solutions | | Total |
| General Industry | 33.8 | % | | 40.6 | % | | 36.1 | % | | 34.8 | % | | 40.1 | % | | 36.5 | % |
| Industrial Machinery | 10.0 | % | | 26.8 | % | | 15.5 | % | | 10.5 | % | | 28.6 | % | | 16.4 | % |
| Metals | 10.7 | % | | 7.7 | % | | 9.7 | % | | 11.2 | % | | 7.4 | % | | 10.0 | % |
| Food | 13.0 | % | | 2.6 | % | | 9.6 | % | | 12.6 | % | | 2.5 | % | | 9.3 | % |
| Forest Products | 12.0 | % | | 2.9 | % | | 9.0 | % | | 10.6 | % | | 2.2 | % | | 7.9 | % |
| Chem/Petrochem | 3.0 | % | | 13.7 | % | | 6.5 | % | | 3.2 | % | | 13.6 | % | | 6.6 | % |
| Cement & Aggregate | 7.9 | % | | 1.3 | % | | 5.7 | % | | 7.6 | % | | 1.1 | % | | 5.4 | % |
| Oil & Gas | 5.9 | % | | 1.3 | % | | 4.4 | % | | 5.4 | % | | 1.2 | % | | 4.0 | % |
| Transportation | 3.7 | % | | 3.1 | % | | 3.5 | % | | 4.1 | % | | 3.3 | % | | 3.9 | % |
| Total | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % |
The following tables present the Company’s percentage of revenue by reportable segment and product line for the three and nine months ended March 31, 2023 and 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, |
| | 2023 | | 2022 |
| Service Center Based Distribution | | Engineered Solutions | | Total | | Service Center Based Distribution | | Engineered Solutions | | Total |
| Power Transmission | 37.2 | % | | 10.9 | % | | 28.6 | % | | 36.3 | % | | 11.5 | % | | 28.2 | % |
| Fluid Power | 13.2 | % | | 34.3 | % | | 20.1 | % | | 12.7 | % | | 36.5 | % | | 20.5 | % |
| General Maintenance; Hose Products & Other | 20.6 | % | | 19.1 | % | | 20.1 | % | | 21.1 | % | | 18.8 | % | | 20.4 | % |
| Bearings, Linear & Seals | 29.0 | % | | 0.4 | % | | 19.6 | % | | 29.9 | % | | 0.5 | % | | 20.2 | % |
| Specialty Flow Control | — | % | | 35.3 | % | | 11.6 | % | | — | % | | 32.7 | % | | 10.7 | % |
| Total | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended March 31, |
| | 2023 | | 2022 |
| Service Center Based Distribution | | Engineered Solutions | | Total | | Service Center Based Distribution | | Engineered Solutions | | Total |
| Power Transmission | 37.4 | % | | 10.4 | % | | 28.5 | % | | 36.8 | % | | 10.7 | % | | 28.3 | % |
| Fluid Power | 13.1 | % | | 34.9 | % | | 20.3 | % | | 12.8 | % | | 37.1 | % | | 20.8 | % |
| General Maintenance; Hose Products & Other | 21.1 | % | | 19.3 | % | | 20.5 | % | | 21.1 | % | | 19.2 | % | | 20.4 | % |
| Bearings, Linear & Seals | 28.4 | % | | 0.4 | % | | 19.2 | % | | 29.3 | % | | 0.5 | % | | 19.8 | % |
| Specialty Flow Control | — | % | | 35.0 | % | | 11.5 | % | | — | % | | 32.5 | % | | 10.7 | % |
| Total | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % |
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
Contract Assets
The Company’s contract assets consist of un-billed amounts resulting from contracts for which revenue is recognized over time using the cost-to-cost method, and for which revenue recognized exceeds the amount billed to the customer.
Activity related to contract assets, which are included in other current assets on the condensed consolidated balance sheet, is as follows:
| | | | | | | | | | | | | | |
| March 31, 2023 | June 30, 2022 | $ Change | % Change |
| Contract assets | $ | 19,356 | | $ | 18,050 | | $ | 1,306 | | 7.2 | % |
The difference between the opening and closing balances of the Company's contract assets primarily results from the timing difference between the Company's performance and when the customer is billed.
3. BUSINESS COMBINATIONS
The operating results of all acquired entities are included within the consolidated operating results of the Company from the date of each respective acquisition.
Fiscal 2023 Acquisitions
On March 31, 2023, the Company acquired substantially all of the net assets of Advanced Motion Systems Inc. (AMS), a western New York based provider of automation products, services, and engineered solutions focused on a full range of machine vision, robotics, and motion control products and technologies. AMS is included in the Engineered Solutions segment. The purchase price for the acquisition was $10,000, net tangible assets acquired were $1,772, and intangible assets including goodwill were $8,228 based upon preliminary estimated fair values at the acquisition date, which are subject to adjustment. The Company funded this acquisition using available cash. The acquisition price and the results of operations for the acquired entity are not material in relation to the Company's consolidated financial statements.
On November 1, 2022, the Company acquired substantially all of the net assets of Automation, Inc., a Minneapolis, Minnesota based provider of automation products, services, and engineered solutions focused on machine vision, collaborative and mobile robotics, motion control, intelligent sensors, pneumatics, and other related products and solutions. Automation, Inc. is included in the Engineered Solutions segment. The purchase price for the acquisition was $25,667, net tangible assets acquired were $3,689, and intangible assets including goodwill were $21,978 based upon preliminary estimated fair values at the acquisition date, which are subject to adjustment. The Company funded this acquisition using available cash. The acquisition price and the results of operations for the acquired entity are not material in relation to the Company's consolidated financial statements.
Fiscal 2022 Acquisitions
On August 18, 2021, the Company acquired substantially all of the net assets of R.R. Floody Company (Floody), a Rockford, Illinois based provider of high technology solutions for advanced factory automation. Floody is included in the Engineered Solutions segment. The purchase price for the acquisition was $8,038, net tangible assets acquired were $1,040, and intangible assets including goodwill were $6,998 based upon estimated fair values at the acquisition date. The purchase price includes $1,000 of acquisition holdback payments, of which $500 was paid during the nine months ended March 31, 2023. The remaining balance of $500 is included in other current liabilities on the condensed consolidated balance sheet as of March 31, 2023, and will be paid on the second anniversary of the acquisition date with interest at a fixed rate of 2.0% per annum. The Company funded this acquisition using available cash. The acquisition price and the results of operations for the acquired entity are not material in relation to the Company's consolidated financial statements.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
4. GOODWILL AND INTANGIBLES
The changes in the carrying amount of goodwill for both the Service Center Based Distribution segment and the Engineered Solutions segment for the fiscal year ended June 30, 2022 and the nine month period ended March 31, 2023 are as follows:
| | | | | | | | | | | | | | | | | |
| Service Center Based Distribution | | Engineered Solutions | | Total |
| Balance at June 30, 2021 | $ | 212,296 | | | $ | 347,781 | | | $ | 560,077 | |
| Goodwill acquired during the period | — | | | 3,984 | | | 3,984 | |
| | | | | |
| Other, primarily currency translation | (1,286) | | | 430 | | | (856) | |
| Balance at June 30, 2022 | $ | 211,010 | | | $ | 352,195 | | | $ | 563,205 | |
| Goodwill acquired during the period | — | | | 14,395 | | | 14,395 | |
| | | | | |
| Other, primarily currency translation | (739) | | | 374 | | | (365) | |
| Balance at March 31, 2023 | $ | 210,271 | | | $ | 366,964 | | | $ | 577,235 | |
The Company has eight (8) reporting units for which an annual goodwill impairment assessment was performed as of January 1, 2023. The Company concluded that all of the reporting units’ fair values exceeded their carrying amounts by at least 20% as of January 1, 2023.
At March 31, 2023 and June 30, 2022, accumulated goodwill impairment losses subsequent to fiscal year 2002 totaled $64,794 related to the Service Center Based Distribution segment and $167,605 related to the Engineered Solutions segment.
The Company’s identifiable intangible assets resulting from business combinations are amortized over their estimated period of benefit and consist of the following:
| | | | | | | | | | | | | | | | | | | | |
| March 31, 2023 | | Amount | | Accumulated
Amortization | | Net Book
Value |
| Finite-Lived Identifiable Intangibles: | | | | | | |
| Customer relationships | | $ | 364,292 | | | $ | 183,032 | | | $ | 181,260 | |
| Trade names | | 108,291 | | | 49,012 | | | 59,279 | |
| Vendor relationships | | 9,861 | | | 9,580 | | | 281 | |
| Other | | 3,346 | | | 1,033 | | | 2,313 | |
| Total Identifiable Intangibles | | $ | 485,790 | | | $ | 242,657 | | | $ | 243,133 | |
| | | | | | | | | | | | | | | | | | | | |
| June 30, 2022 | | Amount | | Accumulated
Amortization | | Net Book
Value |
| Finite-Lived Identifiable Intangibles: | | | | | | |
| Customer relationships | | $ | 353,836 | | | $ | 166,623 | | | $ | 187,213 | |
| Trade names | | 105,629 | | | 44,637 | | | 60,992 | |
| Vendor relationships | | 11,320 | | | 10,533 | | | 787 | |
| Other | | 2,321 | | | 723 | | | 1,598 | |
| Total Identifiable Intangibles | | $ | 473,106 | | | $ | 222,516 | | | $ | 250,590 | |
Fully amortized amounts are written off.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
During the nine month period ended March 31, 2023, the Company acquired identifiable intangible assets with a preliminary acquisition cost allocation and weighted-average life as follows:
| | | | | | | | | | | | | | |
| | Acquisition Cost Allocation | | Weighted-Average life |
| Customer relationships | | $ | 11,176 | | | 20.0 |
| Trade names | | 3,610 | | | 15.0 |
| Other | | 1,025 | | | 6.7 |
| Total Identifiable Intangibles | | $ | 15,811 | | | 18.0 |
Identifiable intangible assets with finite lives are reviewed for impairment when changes in conditions indicate carrying value may not be recoverable.
Estimated future amortization expense by fiscal year (based on the Company’s identifiable intangible assets as of March 31, 2023) for the next five years is as follows: $7,600 for the remainder of 2023, $27,600 for 2024, $25,300 for 2025, $23,600 for 2026, $21,800 for 2027 and $20,200 for 2028.
5. DEBT
A summary of long-term debt, including the current portion, follows:
| | | | | | | | | | | |
| March 31, 2023 | | June 30, 2022 |
| Revolving credit facility | $ | 383,592 | | | $ | 410,592 | |
| Trade receivable securitization facility | 188,300 | | | 188,300 | |
| Series C notes | — | | | 40,000 | |
| Series D notes | 25,000 | | | 25,000 | |
| Series E notes | 25,000 | | | 25,000 | |
| Other | 418 | | | 603 | |
| Total debt | $ | 622,310 | | | $ | 689,495 | |
| Less: unamortized debt issuance costs | 108 | | | 171 | |
| $ | 622,202 | | | $ | 689,324 | |
Revolving Credit Facility & Term Loan
In December 2021, the Company entered into a new revolving credit facility with a group of banks to refinance the existing credit facility as well as provide funds for ongoing working capital and other general corporate purposes. This agreement provides a $900,000 unsecured revolving credit facility and an uncommitted accordion feature which allows the Company to request an increase in the borrowing commitments, or incremental term loans, under the credit facility in aggregate principal amounts of up to $500,000. Borrowings under this agreement bear interest, at the Company's election, at either the base rate plus a margin that ranges from 0 to 55 basis points based on net leverage ratio or LIBOR plus a margin that ranges from 80 to 155 basis points based on the net leverage ratio. Unused lines under this facility, net of outstanding letters of credit of $200 to secure certain insurance obligations, totaled $516,208 and $489,208 at March 31, 2023 and June 30, 2022, respectively, and were available to fund future acquisitions or other capital and operating requirements. The interest rate on the revolving credit facility was 5.79% and 2.81% as of March 31, 2023 and June 30, 2022, respectively.
Additionally, the Company had letters of credit outstanding with separate banks, not associated with the revolving credit agreement, in the amount of $4,046 and $4,735 as of March 31, 2023 and June 30, 2022, respectively, in order to secure certain insurance obligations.
Trade Receivable Securitization Facility
In August 2018, the Company established a trade receivable securitization facility (the “AR Securitization Facility”). On March 26, 2021, the Company amended the AR Securitization Facility to expand the eligible receivables, which increased the maximum availability to $250,000 and increased the fees on the AR Securitization Facility to 0.98% per year. Availability is further subject to changes in the credit ratings of our customers, customer concentration levels or certain characteristics of the accounts receivable being transferred and, therefore, at certain times, we may not be able to fully access the $250,000 of funding available under the AR Securitization Facility. The AR Securitization Facility effectively increases the Company’s borrowing capacity by collateralizing a portion of the amount of the U.S.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
operations’ trade accounts receivable. The Company uses the proceeds from the AR Securitization Facility as an alternative to other forms of debt, effectively reducing borrowing costs. Borrowings under this facility carry variable interest rates tied to LIBOR. The interest rate on the AR Securitization Facility as of March 31, 2023 and June 30, 2022 was 5.82% and 2.60%, respectively. The termination date of the AR Securitization Facility is March 26, 2024. The Company classified the AR Securitization Facility as long-term debt as it has the ability and intent to extend or refinance this amount on a long-term basis.
Unsecured Shelf Facility
At March 31, 2023 and June 30, 2022, the Company had borrowings outstanding under its unsecured shelf facility agreement with Prudential Investment Management of $50,000 and $90,000, respectively. Fees on this facility range from 0.25% to 1.25% per year based on the Company's leverage ratio at each quarter end. The "Series C" notes carried a fixed interest rate of 3.19%, and the remaining principal balance of $40,000 was paid in July 2022. The "Series D" notes have a remaining principal amount of $25,000, carry a fixed interest rate of 3.21%, and are due in October 2023. The “Series E” notes have a principal amount of $25,000, carry a fixed interest rate of 3.08%, and are due in October 2024.
Other Long-Term Borrowing
In 2014, the Company assumed $2,359 of debt as a part of the headquarters facility acquisition. The 1.50% fixed interest rate note is held by the State of Ohio Development Services Agency, and matures in November 2024.
6. DERIVATIVES
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings.
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified into interest expense, net in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense, net as interest payments are made on the Company’s variable-rate debt.
In January 2019, the Company entered into an interest rate swap to mitigate variability in forecasted interest payments on $463,000 of the Company’s U.S. dollar-denominated unsecured variable rate debt. The notional amount declines over time. The interest rate swap effectively converts a portion of the floating rate interest payment into a fixed rate interest payment. The Company designated the interest rate swap as a pay-fixed, receive-floating interest rate swap instrument and is accounting for this derivative as a cash flow hedge. During the quarter ended December 31, 2020, the Company completed a transaction to amend and extend the interest rate swap agreement which resulted in an extension of the maturity date by an additional three years and a decrease of the weighted average fixed pay rate from 2.61% to 1.63%. The pay-fixed interest rate swap is considered a hybrid instrument with a financing component and an embedded at-market derivative that was designated as a cash flow hedge.
The interest rate swap converted $384,000 of variable rate debt to a rate of 2.54% as of March 31, 2023. The interest rate swap converted $409,000 of variable rate debt to a rate of 2.75% as of June 30, 2022. The fair value (Level 2 in the fair value hierarchy) of the interest rate cash flow hedge was $22,737 and $17,827 as of March 31, 2023 and June 30, 2022, respectively, which is included in other current assets and other assets in the condensed consolidated
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
balance sheet. Amounts reclassified from other comprehensive income, before tax, to interest expense, net totaled $(3,036) and $2,462 for the three months ended March 31, 2023 and 2022, respectively, and $(2,955) and $7,632 for the nine months ended March 31, 2023 and 2022, respectively.
7. FAIR VALUE MEASUREMENTS
Marketable securities measured at fair value at March 31, 2023 and June 30, 2022 totaled $17,388 and $15,317, respectively. The majority of these marketable securities are held in a rabbi trust for a non-qualified deferred compensation plan. The marketable securities are included in other assets on the accompanying condensed consolidated balance sheets and their fair values were determined using quoted market prices (Level 1 in the fair value hierarchy).
As of March 31, 2023 and June 30, 2022, the carrying values of the Company's fixed interest rate debt outstanding under its unsecured shelf facility agreement with Prudential Investment Management approximated fair value (Level 2 in the fair value hierarchy). The revolving credit facility and the AR Securitization Facility contain variable interest rates and their carrying values approximate fair value (Level 2 in the fair value hierarchy).
8. SHAREHOLDERS' EQUITY
Accumulated Other Comprehensive Loss
Changes in the accumulated other comprehensive loss are comprised of the following amounts, shown net of taxes:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2023 |
| | Foreign currency translation adjustment | | Post-employment benefits | | Cash flow hedge | | Total Accumulated other comprehensive (loss) income |
| Balance at December 31, 2022 | | $ | (96,374) | | | $ | (513) | | | $ | 29,501 | | | $ | (67,386) | |
| Other comprehensive income (loss) | | 5,766 | | | — | | | (1,741) | | | 4,025 | |
| Amounts reclassified from accumulated other comprehensive (loss) income | | — | | | 6 | | | (2,289) | | | (2,283) | |
| | | | | | | | |
| Net current-period other comprehensive income (loss) | | 5,766 | | | 6 | | | (4,030) | | | 1,742 | |
| Balance at March 31, 2023 | | $ | (90,608) | | | $ | (507) | | | $ | 25,471 | | | $ | (65,644) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2022 |
| | Foreign currency translation adjustment | | Post-employment benefits | | Cash flow hedge | | Total Accumulated other comprehensive (loss) income |
| Balance at December 31, 2021 | | $ | (88,817) | | | $ | (3,559) | | | $ | (559) | | | $ | (92,935) | |
| Other comprehensive income | | 6,783 | | | — | | | 13,382 | | | 20,165 | |
| Amounts reclassified from accumulated other comprehensive (loss) income | | — | | | 56 | | | 1,858 | | | 1,914 | |
| Net current-period other comprehensive income | | 6,783 | | | 56 | | | 15,240 | | | 22,079 | |
| Balance at March 31, 2022 | | $ | (82,034) | | | $ | (3,503) | | | $ | 14,681 | | | $ | (70,856) | |
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended March 31, 2023 |
| | Foreign currency translation adjustment | | Post-employment benefits | | Cash flow hedge | | Total Accumulated other comprehensive (loss) income |
| Balance at June 30, 2022 | | $ | (90,738) | | | $ | (1,303) | | | $ | 19,746 | | | $ | (72,295) | |
| Other comprehensive income | | 130 | | | 777 | | | 7,953 | | | 8,860 | |
| Amounts reclassified from accumulated other comprehensive (loss) income | | — | | | 19 | | | (2,228) | | | (2,209) | |
| | | | | | | | |
| Net current-period other comprehensive income | | 130 | | | 796 | | | 5,725 | | | 6,651 | |
| Balance at March 31, 2023 | | $ | (90,608) | | | $ | (507) | | | $ | 25,471 | | | $ | (65,644) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended March 31, 2022 |
| | Foreign currency translation adjustment | | Post-employment benefits | | Cash flow hedge | | Total Accumulated other comprehensive (loss) income |
| Balance at June 30, 2021 | | $ | (80,838) | | | $ | (3,673) | | | $ | (8,581) | | | $ | (93,092) | |
| Other comprehensive (loss) income | | (1,196) | | | — | | | 17,504 | | | 16,308 | |
| Amounts reclassified from accumulated other comprehensive (loss) income | | — | | | 170 | | | 5,758 | | | 5,928 | |
| | | | | | | | |
| Net current-period other comprehensive (loss) income | | (1,196) | | | 170 | | | 23,262 | | | 22,236 | |
| Balance at March 31, 2022 | | $ | (82,034) | | | $ | (3,503) | | | $ | 14,681 | | | $ | (70,856) | |
Other Comprehensive Income
Details of other comprehensive income are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2023 | | 2022 |
| Pre-Tax Amount | | Tax (Benefit) Expense | | Net Amount | | Pre-Tax Amount | | Tax (Benefit) Expense | | Net Amount |
| Foreign currency translation adjustments | $ | 5,763 | | | $ | (3) | | | $ | 5,766 | | | $ | 6,782 | | | $ | (1) | | | $ | 6,783 | |
| Post-employment benefits: | | | | | | | | | | | |
| Reclassification of net actuarial losses and prior service cost into other (income) expense, net and included in net periodic pension costs | 9 | | | 3 | | | 6 | | | 74 | | | 18 | | | 56 | |
| Unrealized (loss) gain on cash flow hedge | (2,309) | | | (568) | | | (1,741) | | | 17,738 | | | 4,356 | | | 13,382 | |
| Reclassification of interest from cash flow hedge into interest expense, net | (3,036) | | | (747) | | | (2,289) | | | 2,462 | | | 604 | | | 1,858 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Other comprehensive income | $ | 427 | | | $ | (1,315) | | | $ | 1,742 | | | $ | 27,056 | | | $ | 4,977 | | | $ | 22,079 | |
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended March 31, |
| | 2023 | | 2022 |
| | Pre-Tax Amount | | Tax Expense (Benefit) | | Net Amount | | Pre-Tax Amount | | Tax Expense | | Net Amount |
| Foreign currency translation adjustments | | $ | 255 | | | $ | 125 | | | $ | 130 | | | $ | (1,183) | | | $ | 13 | | | $ | (1,196) | |
| Post-employment benefits: | | | | | | | | | | | | |
| Reclassification of net actuarial losses and prior service cost into other (income) expense, net and included in net periodic pension costs | | 27 | | | 8 | | | 19 | | | 224 | | | 54 | | | 170 | |
| Termination of pension plan | | 1,031 | | | 254 | | | 777 | | | — | | | — | | | — | |
| Unrealized gain on cash flow hedge | | 10,549 | | | 2,596 | | | 7,953 | | | 23,201 | | | 5,697 | | | 17,504 | |
| Reclassification of interest from cash flow hedge into interest expense, net | | (2,955) | | | (727) | | | (2,228) | | | 7,632 | | | 1,874 | | | 5,758 | |
| Other comprehensive income | | $ | 8,907 | | | $ | 2,256 | | | $ | 6,651 | | | $ | 29,874 | | | $ | 7,638 | | | $ | 22,236 | |
Anti-dilutive Common Stock Equivalents
In the three month period ended March 31, 2022, stock options and stock appreciation rights related to 77 shares of common stock, were not included in the computation of diluted earnings per share for the period then ended as they were anti-dilutive. In the nine month periods ended March 31, 2023 and 2022, stock options and stock appreciation rights related to 109 and 107 shares of common stock, respectively, were not included in the computation of diluted earnings per share for the period then ended as they were anti-dilutive.
9. SEGMENT INFORMATION
The accounting policies of the Company’s reportable segments are generally the same as those used to prepare the condensed consolidated financial statements. LIFO expense of $8,205 and $7,397 in the three months ended March 31, 2023 and 2022, respectively, and $26,118 and $15,643 in the nine months ended March 31, 2023 and 2022, respectively, is recorded in cost of sales in the condensed statements of consolidated income, and is included in operating income for the related reportable segment, as the Company allocates LIFO expense between the segments. Intercompany sales, primarily from the Engineered Solutions segment to the Service Center Based Distribution segment, of $13,754 and $9,951, in the three months ended March 31, 2023 and 2022, respectively, and $35,967 and $26,942 in the nine months ended March 31, 2023 and 2022, respectively, have been eliminated in the Segment Financial Information tables below.
| | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Service Center Based Distribution | | Engineered Solutions | | Total |
| March 31, 2023 | | | | | | |
| Net sales | | $ | 761,599 | | | $ | 370,436 | | | $ | 1,132,035 | |
| Operating income for reportable segments | | 103,083 | | | 51,917 | | | 155,000 | |
| | | | | | |
| Depreciation and amortization of property | | 4,486 | | | 1,079 | | | 5,565 | |
| Capital expenditures | | 3,413 | | | 4,579 | | | 7,992 | |
| | | | | | |
| March 31, 2022 | | | | | | |
| Net sales | | $ | 658,998 | | | $ | 321,664 | | | $ | 980,662 | |
| Operating income for reportable segments | | 81,640 | | | 40,586 | | | 122,226 | |
| | | | | | |
| Depreciation and amortization of property | | 4,362 | | | 990 | | | 5,352 | |
| Capital expenditures | | 3,435 | | | 729 | | | 4,164 | |
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended | | Service Center Based Distribution | | Engineered Solutions | | Total |
| March 31, 2023 | | | | | | |
| Net sales | | $ | 2,184,979 | | | $ | 1,069,741 | | | $ | 3,254,720 | |
| Operating income for reportable segments | | 278,376 | | | 149,077 | | | 427,453 | |
| Assets used in business | | 1,537,793 | | | 1,070,845 | | | 2,608,638 | |
| Depreciation and amortization of property | | 13,409 | | | 3,189 | | | 16,598 | |
| Capital expenditures | | 11,729 | | | 9,080 | | | 20,809 | |
| | | | | | |
| March 31, 2022 | | | | | | |
| Net sales | | $ | 1,847,087 | | | $ | 902,130 | | | $ | 2,749,217 | |
| Operating income for reportable segments | | 213,743 | | | 111,817 | | | 325,560 | |
| Assets used in business | | 1,401,236 | | | 982,335 | | | 2,383,571 | |
| Depreciation and amortization of property | | 13,112 | | | 3,103 | | | 16,215 | |
| Capital expenditures | | 9,571 | | | 2,103 | | | 11,674 | |
A reconciliation of operating income for reportable segments to the condensed consolidated income before income taxes is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | March 31, | | March 31, |
| | 2023 | | 2022 | | 2023 | | 2022 |
| Operating income for reportable segments | | $ | 155,000 | | | $ | 122,226 | | | $ | 427,453 | | | $ | 325,560 | |
| Adjustment for: | | | | | | | | |
| Intangible amortization—Service Center Based Distribution | | 707 | | | 848 | | | 2,195 | | | 2,621 | |
| Intangible amortization—Engineered Solutions | | 6,963 | | | 7,043 | | | 20,994 | | | 21,475 | |
| | | | | | | | |
| | | | | | | | |
| Corporate and other expense, net | | 20,419 | | | 18,492 | | | 57,928 | | | 52,830 | |
| Total operating income | | 126,911 | | | 95,843 | | | 346,336 | | | 248,634 | |
| Interest expense, net | | 4,773 | | | 5,852 | | | 17,438 | | | 20,249 | |
| Other (income) expense, net | | (142) | | | 469 | | | 1,624 | | | (712) | |
| Income before income taxes | | $ | 122,280 | | | $ | 89,522 | | | $ | 327,274 | | | $ | 229,097 | |
The change in corporate and other expense, net is due to changes in corporate expenses, as well as in the amounts and levels of certain expenses being allocated to the segments. The expenses being allocated include corporate charges for working capital, logistics support, and other items.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
10. OTHER (INCOME) EXPENSE, NET
Other (income) expense, net consists of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | Nine Months Ended |
| | March 31, | | March 31, |
| | | 2023 | | 2022 | | 2023 | | 2022 |
| Unrealized (gain) loss on assets held in rabbi trust for a non-qualified deferred compensation plan | | $ | (999) | | | $ | 1,090 | | | $ | (1,237) | | | $ | 150 | |
| Foreign currency transactions loss | | 1,255 | | | 413 | | | 2,183 | | | 63 | |
| Net other periodic post-employment costs | | 67 | | | 152 | | | 1,386 | | | 457 | |
| Life insurance income, net | | (393) | | | (1,157) | | | (608) | | | (1,311) | |
| Other, net | | (72) | | | (29) | | | (100) | | | (71) | |
| Total other (income) expense, net | | $ | (142) | | | $ | 469 | | | $ | 1,624 | | | $ | (712) | |
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
With more than 6,100 employees across North America, Australia, New Zealand, and Singapore, Applied Industrial Technologies (“Applied,” the “Company,” “We,” “Us” or “Our”) is a leading value-added distributor and technical solutions provider of industrial motion, fluid power, flow control, automation technologies, and related maintenance supplies. Our leading brands, specialized services, and comprehensive knowledge serve MRO (Maintenance, Repair & Operations) and OEM (Original Equipment Manufacturer) end users in virtually all industrial markets through our multi-channel capabilities that provide choice, convenience, and expertise. We have a long tradition of growth dating back to 1923, the year our business was founded in Cleveland, Ohio. During the third quarter of fiscal 2023, business was conducted in the United States, Puerto Rico, Canada, Mexico, Australia, New Zealand, and Singapore from 567 facilities.
The following is Management's Discussion and Analysis of significant factors which have affected our financial condition, results of operations and cash flows during the periods included in the accompanying condensed consolidated balance sheets, statements of consolidated income, consolidated comprehensive income and consolidated cash flows. When reviewing the discussion and analysis set forth below, please note that the majority of SKUs (Stock Keeping Units) we sell in any given period were not necessarily sold in the comparable period of the prior year, resulting in the inability to quantify certain commonly used comparative metrics analyzing sales, such as changes in product mix and volume.
Overview
Consolidated sales for the quarter ended March 31, 2023 increased $151.4 million or 15.4% compared to the prior year quarter, with acquisitions increasing sales by $6.8 million or 0.7%, and unfavorable foreign currency translation of $3.2 million decreasing sales by 0.3%. The Company had operating income of $126.9 million, or operating margin of 11.2% of sales for the quarter ended March 31, 2023 compared to an operating income of $95.8 million, or operating margin of 9.8% of sales for the same quarter in the prior year. The quarter ended March 31, 2023 had net income of $97.2 million compared to net income of $68.3 million in the prior year quarter. The current ratio was 3.1 to 1 at March 31, 2023 and 2.7 to 1 at June 30, 2022.
Applied monitors several economic indices that have been key indicators for industrial economic activity in the United States. These include the Industrial Production (IP) and Manufacturing Capacity Utilization (MCU) indices published by the Federal Reserve Board and the Purchasing Managers Index (PMI) published by the Institute for Supply Management (ISM). Historically, our performance correlates well with the MCU, which measures productivity and calculates a ratio of actual manufacturing output versus potential full capacity output. When manufacturing plants are running at a high rate of capacity, they tend to wear out machinery and require replacement parts.
The MCU (total industry) and IP indices have decreased since June 2022. The MCU for March 2023 was 79.8, which is up from the December revised reading of 78.9 but down slightly from the June revised reading of 80.5. The ISM PMI registered 46.3 in March, down from the December 2022 reading of 48.4 and the June 2022 revised reading of 53.1. The indices for the months during the current quarter, along with the indices for the prior fiscal year end and prior quarter end, were as follows:
| | | | | | | | | | | |
| Index Reading |
| Month | MCU | PMI | IP |
| March 2023 | 79.8 | 46.3 | 99.5 |
| February 2023 | 79.6 | 47.7 | 100.0 |
| January 2023 | 79.5 | 47.4 | 99.4 |
| December 2022 | 78.9 | 48.4 | 98.0 |
| June 2022 | 80.5 | 53.1 | 100.0 |
The number of Company employees was 6,184 at March 31, 2023, 6,075 at June 30, 2022, and 6,008 at March 31, 2022. The number of operating facilities totaled 567 at March 31, 2023, 568 at June 30, 2022 and 566 at March 31, 2022.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Three Months Ended March 31, 2023 and 2022
The following table is included to aid in review of Applied's condensed statements of consolidated income.
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | Change in $'s Versus Prior Period -
% Increase |
| | As a Percent of Net Sales | |
| | 2023 | | 2022 | |
| Net sales | | 100.0 | % | | 100.0 | % | | 15.4 | % |
| Gross profit | | 29.4 | % | | 29.3 | % | | 15.9 | % |
| Selling, distribution & administrative expense | | 18.2 | % | | 19.5 | % | | 7.7 | % |
| Operating income | | 11.2 | % | | 9.8 | % | | 32.4 | % |
| Net income | | 8.6 | % | | 7.0 | % | | 42.3 | % |
During the quarter ended March 31, 2023, sales increased $151.4 million or 15.4% compared to the prior year quarter, with sales from acquisitions adding $6.8 million or 0.7% and unfavorable foreign currency translation accounting for a decrease of $3.2 million or 0.3%. There were 64 selling days in both of the quarters ended March 31, 2023 and March 31, 2022. Excluding the impact of businesses acquired and foreign currency translation, sales were up $147.8 million or 15.0% during the quarter, driven by an increase from operations reflecting resilient underlying demand across both segments, structural and secular tailwinds across legacy and new markets, and support from company-specific growth opportunities.
The following table shows changes in sales by reportable segment (amounts in millions).
| | | | | | | | | | | | | | | | | | | | |
| Sales by Reportable Segment | Three Months Ended
March 31, | Sales Increase | Amount of change due to |
| Foreign Currency | Organic Change |
| 2023 | 2022 | Acquisitions |
| Service Center Based Distribution | $ | 761.6 | | $ | 659.0 | | $ | 102.6 | | $ | — | | $ | (3.2) | | $ | 105.8 | |
| Engineered Solutions | 370.4 | | 321.6 | | 48.8 | | 6.8 | | — | | 42.0 | |
| Total | $ | 1,132.0 | | $ | 980.6 | | $ | 151.4 | | $ | 6.8 | | $ | (3.2) | | $ | 147.8 | |
Sales from our Service Center Based Distribution segment, which operates primarily in MRO markets, increased $102.6 million or 15.6%. Unfavorable foreign currency translation decreased sales by $3.2 million or 0.5%. Excluding the impact of foreign currency translation, sales increased $105.8 million or 16.1%, driven by an increase from operations due to ongoing benefits from market position, sales process initiatives, and pricing actions, as well as secular growth and support from supply chain investments across the U.S. manufacturing sector.
Sales from our Engineered Solutions segment increased $48.8 million or 15.2%. Acquisitions within this segment increased sales by $6.8 million or 2.1%. Excluding the impact of businesses acquired, sales increased $42.0 million or 13.1%, driven by technical and engineering capabilities and growth related to diverse end-market mix, partially offset by slower order activity across the technology sector and ongoing supply chain constraints.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following table shows changes in sales by geographic area. Other countries includes Mexico, Australia, New Zealand, and Singapore (amounts in millions).
| | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
March 31, | Sales Increase | Amount of change due to |
| | Foreign Currency | Organic Change |
| Sales by Geographic Area | 2023 | 2022 | Acquisitions |
| United States | $ | 992.8 | | $ | 856.2 | | $ | 136.6 | | $ | 6.8 | | $ | — | | $ | 129.8 | |
| Canada | 80.1 | | 70.5 | | 9.6 | | — | | (4.5) | | 14.1 | |
| Other countries | 59.1 | | 53.9 | | 5.2 | | — | | 1.3 | | 3.9 | |
| Total | $ | 1,132.0 | | $ | 980.6 | | $ | 151.4 | | $ | 6.8 | | $ | (3.2) | | $ | 147.8 | |
Sales in our U.S. operations were up $136.6 million or 15.9%, as acquisitions added $6.8 million or 0.8%. Excluding the impact of businesses acquired, U.S. sales were up $129.8 million or 15.1%. Sales from our Canadian operations increased $9.6 million or 13.7%. Unfavorable foreign currency translation decreased Canadian sales by $4.5 million or 6.4%. Excluding the impact of foreign currency translation, Canadian sales increased $14.1 million or 20.1%. Consolidated sales from our other country operations, which include Mexico, Australia, New Zealand, and Singapore, increased $5.2 million or 9.7% from the prior year. Favorable foreign currency translation increased other country sales by $1.3 million or 2.4%. Excluding the impact of currency translation, other country sales were up $3.9 million, or 7.3% during the quarter.
Our gross profit margin was 29.4% in the quarter ended March 31, 2023 compared to 29.3% in the prior year quarter.
The following table shows the changes in selling, distribution and administrative expense (SD&A) (amounts in millions).
| | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
March 31, | SD&A Increase | Amount of change due to |
| | Foreign Currency | Organic Change |
| 2023 | 2022 | Acquisitions |
| SD&A | $ | 206.2 | | $ | 191.5 | | $ | 14.7 | | $ | 1.6 | | $ | (1.0) | | $ | 14.1 | |
SD&A consists of associate compensation, benefits and other expenses associated with selling, purchasing, warehousing, supply chain management and providing marketing and distribution of the Company's products, as well as costs associated with a variety of administrative functions such as human resources, information technology, treasury, accounting, insurance, legal, and facility related expenses. SD&A was 18.2% of sales in the quarter ended March 31, 2023 compared to 19.5% in the prior year quarter. SD&A increased $14.7 million or 7.7% compared to the prior year quarter. Changes in foreign currency exchange rates had the effect of decreasing SD&A during the quarter ended March 31, 2023 by $1.0 million or 0.5% compared to the prior year quarter. SD&A from businesses acquired added $1.6 million or 0.8% of SD&A expenses, including $0.3 million of intangibles amortization related to acquisitions. Excluding the impact of businesses acquired and the favorable currency translation impact, SD&A increased $14.1 million or 7.4% during the quarter ended March 31, 2023 compared to the prior year quarter. Excluding the impact of acquisitions, total compensation increased $17.4 million during the quarter ended March 31, 2023 as a result of annual calendar year merit increases and an increase in employee incentive compensation correlating with the improved company performance. Also, excluding acquisitions, travel & entertainment and fleet expenses increased $1.6 million during the quarter ended March 31, 2023 primarily driven by higher fuel costs and the return of travel activity in the current quarter, along with reduced travel activity related to COVID-19 in the prior year quarter. In addition, bad debt expense decreased $6.5 million, primarily tied to the collection of past due receivables. All other expenses within SD&A were up $1.6 million.
Operating income increased $31.1 million, and as a percent of sales increased to 11.2% from 9.8% during the prior year quarter.
Operating income, as a percentage of sales for the Service Center Based Distribution segment increased to 13.5% in the current year quarter from 12.4% in the prior year quarter. Operating income, as a percentage of sales for the Engineered Solutions segment increased to 14.0% in the current year quarter from 12.6% in the prior year quarter.
Other (income) expense, net was income of $0.1 million for the quarter, which included unrealized gains on investments held by non-qualified deferred compensation trusts of $1.0 million and life insurance income of $0.4 million, offset by unfavorable foreign currency transaction losses of $1.3 million. During the prior year quarter, other (income) expense, net was expense of $0.5 million, which included unrealized losses on investments held by non-qualified deferred compensation trusts of $1.1
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
million, net unfavorable foreign currency transaction losses of $0.4 million, and other expense of $0.2 million, offset by life insurance income of $1.2 million.
The effective income tax rate was 20.5% for the quarter ended March 31, 2023 compared to 23.7% for the quarter ended March 31, 2022. The net impact of the Company’s valuation allowance activity in the quarter ended March 31, 2023 was a benefit of $3.7 million, which reduced the effective tax rate by 3.0% in the quarter ended March 31, 2023.
As a result of the factors addressed above, net income for the quarter ended March 31, 2023 increased $28.9 million compared to the prior year quarter. Net income per share was $2.47 per share for the quarter ended March 31, 2023 compared to $1.75 per share in the prior year quarter.
Results of Operations
Nine Months Ended March 31, 2023 and 2022
The following table is included to aid in review of Applied's condensed statements of consolidated income.
| | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended
March 31, 2023 | | Change in $'s Versus Prior Period -
% Increase |
| | As a Percent of Net Sales | |
| | 2023 | | 2022 | |
| Net sales | | 100.0 | % | | 100.0 | % | | 18.4 | % |
| Gross profit | | 29.1 | % | | 29.1 | % | | 18.5 | % |
| Selling, distribution & administrative expense | | 18.5 | % | | 20.1 | % | | 9.1 | % |
| Operating income | | 10.6 | % | | 9.0 | % | | 39.3 | % |
| Net income | | 7.8 | % | | 6.5 | % | | 42.7 | % |
During the nine months ended March 31, 2023, sales increased $505.5 million or 18.4% compared to the prior year period, with sales from acquisitions adding $12.5 million or 0.5% and unfavorable foreign currency translation of $14.2 million decreasing sales 0.5%. There were 189 selling days in both the nine months ended March 31, 2023 and March 31, 2022. Excluding the impact of businesses acquired and foreign currency translation, sales were up $507.2 million or 18.4% during the period, driven by an increase from operations reflecting a productive U.S. manufacturing backdrop, as well as ongoing traction with growth initiatives and backlog support.
The following table shows changes in sales by reportable segment (amounts in millions).
| | | | | | | | | | | | | | | | | | | | |
| Sales by Reportable Segment | Nine Months Ended
March 31, | Sales Increase | Amount of change due to |
| Foreign Currency | Organic Change |
| 2023 | 2022 | Acquisitions |
| Service Center Based Distribution | $ | 2,185.0 | | $ | 1,847.1 | | $ | 337.9 | | $ | — | | $ | (14.2) | | $ | 352.1 | |
| Engineered Solutions | 1,069.7 | | 902.1 | | 167.6 | | 12.5 | | — | | 155.1 | |
| Total | $ | 3,254.7 | | $ | 2,749.2 | | $ | 505.5 | | $ | 12.5 | | $ | (14.2) | | $ | 507.2 | |
Sales from our Service Center Based Distribution segment, which operates primarily in MRO markets, increased $337.9 million or 18.3%. Unfavorable foreign currency translation decreased sales by $14.2 million or 0.8%. Excluding the impact of foreign currency translation, sales increased $352.1 million or 19.1%, driven by an increase from operations due to ongoing benefits from market position, sales process initiatives, and pricing actions, as well as secular growth and support from supply chain investments across the U.S. manufacturing sector.
Sales from our Engineered Solutions segment increased $167.6 million or 18.6%. Acquisitions within this segment increased sales by $12.5 million or 1.4%. Excluding the impact of businesses acquired, sales increased $155.1 million or 17.2%, driven by technical and engineering capabilities and growth related to diverse end-market mix, partially offset by slower order activity across the technology sector and ongoing supply chain constraints.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following table shows changes in sales by geographic area. Other countries includes Mexico, Australia, New Zealand, and Singapore (amounts in millions).
| | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended
March 31, | Sales Increase | Amount of change due to |
| | Foreign Currency | Organic Change |
| Sales by Geographic Area | 2023 | 2022 | Acquisitions |
| United States | $ | 2,843.4 | | $ | 2,377.2 | | $ | 466.2 | | $ | 12.5 | | $ | — | | $ | 453.7 | |
| Canada | 234.6 | | 211.3 | | 23.3 | | — | | (12.0) | | 35.3 | |
| Other countries | 176.7 | | 160.7 | | 16.0 | | — | | (2.2) | | 18.2 | |
| Total | $ | 3,254.7 | | $ | 2,749.2 | | $ | 505.5 | | $ | 12.5 | | $ | (14.2) | | $ | 507.2 | |
Sales in our U.S. operations were up $466.2 million or 19.6%, as acquisitions added $12.5 million or 0.5%. Excluding the impact of businesses acquired, U.S. sales were up $453.7 million or 19.1%. Sales from our Canadian operations increased $23.3 million or 11.0%. Unfavorable foreign currency translation decreased Canadian sales by $12.0 million or 5.7%. Excluding the impact of foreign currency translation, Canadian sales were up $35.3 million or 16.7%. Consolidated sales from our other country operations, which include Mexico, Australia, New Zealand, and Singapore, increased $16.0 million or 10.0% from the prior year. Unfavorable foreign currency translation decreased other country sales by $2.2 million or 1.3%. Excluding the impact of currency translation, other country sales were up $18.2 million, or 11.3%, during the period.
Our gross profit margin was 29.1% in the nine months ended March 31, 2023 and 2022.
The following table shows the changes in selling, distribution and administrative expense (SD&A) (amounts in millions).
| | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended
March 31, | SD&A Increase | Amount of change due to |
| | Foreign Currency | Organic Change |
| 2023 | 2022 | Acquisitions |
| SD&A | $ | 602.1 | | $ | 551.7 | | $ | 50.4 | | $ | 4.0 | | $ | (3.6) | | $ | 50.0 | |
SD&A consists of associate compensation, benefits and other expenses associated with selling, purchasing, warehousing, supply chain management and providing marketing and distribution of the Company's products, as well as costs associated with a variety of administrative functions such as human resources, information technology, treasury, accounting, insurance, legal, and facility related expenses. SD&A was 18.5% of sales in the nine months ended March 31, 2023 compared to 20.1% in the prior year period. SD&A increased $50.4 million or 9.1% compared to the prior year period. Changes in foreign currency exchange rates had the effect of decreasing SD&A during the nine months ended March 31, 2023 by $3.6 million or 0.7% compared to the prior year period. SD&A from businesses acquired added $4.0 million or 0.7% of SD&A expenses, including $0.5 million of intangibles amortization related to acquisitions. Excluding the impact of businesses acquired and the favorable currency translation impact, SD&A increased $50.0 million or 9.1% during the nine months ended March 31, 2023 compared to the prior year period. Excluding the impact of acquisitions, total compensation increased $39.1 million during the nine months ended March 31, 2022 as a result of annual calendar year merit increases and an increase in employee incentive compensation correlating with the improved company performance. Also, travel & entertainment and fleet expenses increased $4.5 million during the nine months ended March 31, 2023 primarily driven by higher fuel costs in the current year and the return of travel activity, along with reduced travel activity related to COVID-19 in the prior year quarter. In addition, bad debt expense increased $1.8 million, primarily tied to the increase in sales. All other expenses within SD&A were up $4.6 million.
Operating income increased $97.7 million, and as a percent of sales increased to 10.6% from 9.0% during the prior year period.
Operating income, as a percentage of sales for the Service Center Based Distribution segment increased to 12.7% in the current year period from 11.6% in the prior year period. Operating income, as a percentage of sales for the Engineered Solutions segment increased to 13.9% in the current year period from 12.4% in the prior year period.
Other (income) expense, net was expense of $1.6 million for the nine months ended March 31, 2023, which included foreign currency translation losses of $2.2 million and other periodic post-employment costs of $1.4 million, primarily offset by unrealized gains on investments held by non-qualified deferred compensation trusts of $1.2 million and life insurance income of $0.6 million. During the prior year period, other (income) expense, net was income of $0.7 million, which included life insurance income of $1.3 million, offset by other periodic post-employment costs of $0.5 million and other expense of $0.1 million.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The effective income tax rate was 22.2% for the nine months ended March 31, 2023 and March 31, 2022. We expect our full year tax rate for fiscal 2023 to be in the 22.0% to 24.0% range.
As a result of the factors addressed above, net income for the nine months ended March 31, 2023 increased $76.2 million compared to the prior year period. Net income was $6.49 per share for the nine months ended March 31, 2023 compared to $4.56 per share in the prior year period.
Liquidity and Capital Resources
Our primary source of capital is cash flow from operations, supplemented as necessary by bank borrowings or other sources of debt. At March 31, 2023, we had total debt obligations outstanding of $622.3 million compared to $689.5 million at June 30, 2022. Management expects that our existing cash, cash equivalents, funds available under the revolving credit facility, and cash provided from operations will be sufficient to finance normal working capital needs in each of the countries in which we operate, payment of dividends, acquisitions, investments in properties, facilities and equipment, debt service, and the purchase of additional Company common stock. Management also believes that additional long-term debt and line of credit financing could be obtained based on the Company's credit standing and financial strength.
The Company's working capital at March 31, 2023 was $1,026.2 million, compared to $859.9 million at June 30, 2022. The current ratio was 3.1 to 1 at March 31, 2023 and 2.7 to 1 at June 30, 2022.
Net Cash Flows
The following table is included to aid in review of Applied's condensed statements of consolidated cash flows (amounts in thousands).
| | | | | | | | | | | |
| Nine Months Ended March 31, |
| Net Cash Provided by (Used in): | 2023 | | 2022 |
| Operating Activities | $ | 164,027 | | | $ | 133,823 | |
| Investing Activities | (56,250) | | | (29,830) | |
| Financing Activities | (111,526) | | | (173,366) | |
| Exchange Rate Effect | 1,402 | | | (288) | |
| Decrease in Cash and Cash Equivalents | $ | (2,347) | | | $ | (69,661) | |
The increase in cash provided by operating activities during the nine months ended March 31, 2022 is driven by increased operating results offset by changes in working capital during the period.
Net cash used in investing activities during the nine months ended March 31, 2023 increased from the prior period primarily due to $35.7 million used for the acquisitions of Automation, Inc and Advanced Motion Systems Inc. in the current year compared to $7.0 million used for the acquisition of R.R. Floody in the prior year period. Further, the Company used $20.8 million for capital expenditures in the current year period compared to $11.7 million used in the prior year period. These increases in cash used in investing activities in the current year period were offset by $14.8 million in cash payments for loans on company-owned life insurance in the prior year.
Net cash used in financing activities during the nine months ended March 31, 2023 decreased from the prior year period primarily due to a change in net debt activity, as there was $67.2 million of net debt payments in the current year period compared to $107.8 million of debt payments in the prior year period. Further, the Company used $0.7 million of cash for the purchase of treasury shares during the nine months ended March 31, 2023 compared to $13.6 million of cash for the purchase of treasury shares during the prior year period.
Share Repurchases
The Board of Directors has authorized the repurchase of shares of the Company's common stock. These purchases may be made in open market and negotiated transactions, from time to time, depending upon market conditions. During the three months ended March 31, 2023 the Company did not acquire any shares of treasury stock on the open market. During the three months ended March 31, 2022, we acquired 35,000 shares of treasury stock on the open market for $3.5 million. During the nine months ended March 31, 2023, we acquired 8,000 shares of treasury stock for $0.7 million. During the nine months ended March 31, 2022, we acquired 146,658 shares of treasury stock for $13.6 million. At March 31, 2023, we had authorization to repurchase 1,500,000 shares.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Borrowing Arrangements
A summary of long-term debt, including the current portion, follows (amounts in thousands):
| | | | | | | | | | | |
| March 31, 2023 | | June 30, 2022 |
| Revolving credit facility | $ | 383,592 | | | $ | 410,592 | |
| Trade receivable securitization facility | 188,300 | | | 188,300 | |
| Series C notes | — | | | 40,000 | |
| Series D notes | 25,000 | | | 25,000 | |
| Series E notes | 25,000 | | | 25,000 | |
| Other | 418 | | | 603 | |
| Total debt | $ | 622,310 | | | $ | 689,495 | |
| Less: unamortized debt issuance costs | 108 | | | 171 | |
| $ | 622,202 | | | $ | 689,324 | |
Revolving Credit Facility & Term Loan
In December 2021, the Company entered into a new revolving credit facility with a group of banks to refinance the existing credit facility as well as provide funds for ongoing working capital and other general corporate purposes. This agreement provides a $900.0 million unsecured revolving credit facility and an uncommitted accordion feature which allows the Company to request an increase in the borrowing commitments, or incremental term loans, under the credit facility in aggregate principal amounts of up to $500.0 million. Borrowings under this agreement bear interest, at the Company's election, at either the base rate plus a margin that ranges from 0 to 55 basis points based on net leverage ratio or LIBOR plus a margin that ranges from 80 to 155 basis points based on the net leverage ratio. Unused lines under this facility, net of outstanding letters of credit of $0.2 million to secure certain insurance obligations, totaled $516.2 million and $489.2 million at March 31, 2023 and June 30, 2022, respectively, and were available to fund future acquisitions or other capital and operating requirements. The interest rate on the revolving credit facility was 5.79% and 2.81% as of March 31, 2023 and June 30, 2022, respectively.
Additionally, the Company had letters of credit outstanding with separate banks, not associated with the revolving credit agreement, in the amount of $4.0 million and $4.7 million as of March 31, 2023 and June 30, 2022, respectively, in order to secure certain insurance obligations.
Trade Receivable Securitization Facility
In August 2018, the Company established a trade receivable securitization facility (the “AR Securitization Facility”). On March 26, 2021, the Company amended the AR Securitization Facility to expand the eligible receivables, which increased the maximum availability to $250.0 million and increased the fees on the AR Securitization Facility to 0.98% per year. Availability is further subject to changes in the credit ratings of our customers, customer concentration levels or certain characteristics of the accounts receivable being transferred and, therefore, at certain times, we may not be able to fully access the $250.0 million of funding available under the AR Securitization Facility. The AR Securitization Facility effectively increases the Company’s borrowing capacity by collateralizing a portion of the amount of the U.S. operations’ trade accounts receivable. The Company uses the proceeds from the AR Securitization Facility as an alternative to other forms of debt, effectively reducing borrowing costs. Borrowings under this facility carry variable interest rates tied to LIBOR. The interest rate on the AR Securitization Facility as of March 31, 2023 and June 30, 2022 was 5.82% and 2.60%, respectively. The termination date of the AR Securitization Facility is March 26, 2024. The Company classified the AR Securitization Facility as long-term debt as it has the ability and intent to extend or refinance this amount on a long-term basis.
Unsecured Shelf Facility
At March 31, 2023 and June 30, 2022, the Company had borrowings outstanding under its unsecured shelf facility agreement with Prudential Investment Management of $50.0 million and $90.0 million, respectively. Fees on this facility range from 0.25% to 1.25% per year based on the Company's leverage ratio at each quarter end. The "Series C" notes carried a fixed interest rate of 3.19%, and the remaining principal balance of $40.0 million was paid in July 2022. The "Series D" notes have a remaining principal amount of $25.0 million, carry a fixed interest rate of 3.21%, and are due in October 2023. The “Series E” notes have a principal amount of $25.0 million, carry a fixed interest rate of 3.08%, and are due in October 2024.
Other Long-Term Borrowing
In 2014, the Company assumed $2.4 million of debt as a part of the headquarters facility acquisition. The 1.50% fixed interest rate note is held by the State of Ohio Development Services Agency, and matures in November 2024.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company entered into an interest rate swap which mitigates variability in forecasted interest payments on $384.0 million of the Company’s U.S. dollar-denominated unsecured variable rate debt. For more information, see note 6, Derivatives, to the consolidated financial statements, included in Item 1 under the caption “Notes to Condensed Consolidated Financial Statements.”
The credit facility and the unsecured shelf facility contain restrictive covenants regarding liquidity, net worth, financial ratios, and other covenants. At March 31, 2023, the most restrictive of these covenants required that the Company have net indebtedness less than 3.75 times consolidated income before interest, taxes, depreciation and amortization (as defined). At March 31, 2023, the Company's net indebtedness was below 1.0 times consolidated income before interest, taxes, depreciation and amortization (as defined). The Company was in compliance with all financial covenants at March 31, 2023.
Accounts Receivable Analysis
The following table is included to aid in analysis of accounts receivable and the associated provision for losses on accounts receivable (amounts in thousands):
| | | | | | | | | | | | | | | | | |
| | | | March 31, | June 30, |
| | | | 2023 | 2022 |
| Accounts receivable, gross | | | | $ | 728,211 | | $ | 673,951 | |
| Allowance for doubtful accounts | | | | 22,573 | | 17,522 | |
| Accounts receivable, net | | | | $ | 705,638 | | $ | 656,429 | |
Allowance for doubtful accounts, % of gross receivables | | | 3.1 | % | 2.6 | % |
| | | | | |
| Three Months Ended March 31, | | Nine Months Ended March 31, |
| 2023 | 2022 | | 2023 | 2022 |
| (Recoveries of) Provision for losses on accounts receivable | $ | (4,897) | | $ | 1,577 | | | $ | 4,676 | | $ | 2,905 | |
| Provision as a % of net sales | (0.43) | % | 0.16 | % | | 0.14 | % | 0.11 | % |
Accounts receivable are reported at net realizable value and consist of trade receivables from customers. Management monitors accounts receivable by reviewing Days Sales Outstanding (DSO) and the aging of receivables for each of the Company's locations.
On a consolidated basis, DSO was 56.1 at March 31, 2023 compared to 55.7 at June 30, 2022.
As of March 31, 2023, approximately 3.5% of our accounts receivable balances are more than 90 days past due, compared to 3.4% at June 30, 2022. On an overall basis, our provision for losses on accounts receivable represents 0.14% of sales for the nine months ended March 31, 2023 compared to 0.11% of sales for the nine months ended March 31, 2022. The increase primarily relates to provisions recorded in the current year for customer credit deterioration and bankruptcies primarily in the Service Center Based Distribution segment. Historically, this percentage is around 0.10% to 0.15%. Management believes the overall receivables aging and provision for losses on accounts receivable are at reasonable levels.
Inventory Analysis
Inventories are valued using the last-in, first-out (LIFO) method for U.S. inventories and the average cost method for foreign inventories. Management uses an inventory turnover ratio to monitor and evaluate inventory. Management calculates this ratio on an annual as well as a quarterly basis, and believes that using average costs to determine the inventory turnover ratio instead of LIFO costs provides a more useful analysis. The annualized inventory turnover based on average costs was 4.5 for the period ended March 31, 2023 and 4.7 for the period ended June 30, 2022.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Cautionary Statement Under Private Securities Litigation Reform Act
Management’s Discussion and Analysis contains statements that are forward-looking based on management’s current expectations about the future. Forward-looking statements are often identified by qualifiers, such as “guidance”, “expect”, “believe”, “plan”, “intend”, “will”, “should”, “could”, “would”, “anticipate”, “estimate”, “forecast”, “may”, "optimistic" and derivative or similar words or expressions. Similarly, descriptions of objectives, strategies, plans, or goals are also forward-looking statements. These statements may discuss, among other things, expected growth, future sales, future cash flows, future capital expenditures, future performance, and the anticipation and expectations of the Company and its management as to future occurrences and trends. The Company intends that the forward-looking statements be subject to the safe harbors established in the Private Securities Litigation Reform Act of 1995 and by the Securities and Exchange Commission in its rules, regulations and releases.
Readers are cautioned not to place undue reliance on any forward-looking statements. All forward-looking statements are based on current expectations regarding important risk factors, many of which are outside the Company’s control. Accordingly, actual results may differ materially from those expressed in the forward-looking statements, and the making of those statements should not be regarded as a representation by the Company or any other person that the results expressed in the statements will be achieved. In addition, the Company assumes no obligation publicly to update or revise any forward-looking statements, whether because of new information or events, or otherwise, except as may be required by law.
Important risk factors include, but are not limited to, the following: risks relating to the operations levels of our customers and the economic factors that affect them; continuing risks relating to the effects of the COVID-19 pandemic; inflationary or deflationary trends in the cost of products, energy, labor and other operating costs, and changes in the prices for products and services relative to the cost of providing them; reduction in supplier inventory purchase incentives; loss of key supplier authorizations, lack of product availability (such as due to supply chain strains), changes in supplier distribution programs, inability of suppliers to perform, and transportation disruptions; changes in customer preferences for products and services of the nature and brands sold by us; changes in customer procurement policies and practices; competitive pressures; our reliance on information systems and risks relating to their proper functioning, the security of those systems, and the data stored in or transmitted through them; the impact of economic conditions on the collectability of trade receivables; reduced demand for our products in targeted markets due to reasons including consolidation in customer industries; our ability to retain and attract qualified sales and customer service personnel and other skilled executives, managers and professionals; our ability to identify and complete acquisitions, integrate them effectively, and realize their anticipated benefits; the variability, timing and nature of new business opportunities including acquisitions, alliances, customer relationships, and supplier authorizations; the incurrence of debt and contingent liabilities in connection with acquisitions; our ability to access capital markets as needed on reasonable terms; disruption of operations at our headquarters or distribution centers; risks and uncertainties associated with our foreign operations, including volatile economic conditions, political instability, cultural and legal differences, and currency exchange fluctuations; the potential for goodwill and intangible asset impairment; changes in accounting policies and practices; our ability to maintain effective internal control over financial reporting; organizational changes within the Company; risks related to legal proceedings to which we are a party; potentially adverse government regulation, legislation, or policies, both enacted and under consideration, including with respect to federal tax policy, labor policy, international trade, data privacy and security, and government contracting; and the occurrence of extraordinary events (including prolonged labor disputes, power outages, telecommunication outages, terrorist acts, war, public health emergency, earthquakes, extreme weather events, other natural disasters, fires, floods, and accidents). Other factors and unanticipated events could also adversely affect our business, financial condition, or results of operations. Risks can also change over time. Further, the disclosure of a risk should not be interpreted to imply that the risk has not already materialized.
We discuss certain of these matters and other risk factors more fully throughout this Form 10-Q as well as other of our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended June 30, 2022.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For quantitative and qualitative disclosures about market risk, see Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended June 30, 2022.
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
ITEM 4: CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company's management, under the supervision and with the participation of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), evaluated the effectiveness of the Company's disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this report. Based on that evaluation, the CEO and CFO have concluded that the Company's disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There have not been any changes in internal control over financial reporting during the three months ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.